Common use of Release of Guarantees and Liens Clause in Contracts

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.02) to take any action requested by the Borrower having the effect of releasing any Collateral or Guaranteed Obligations or subordinating any Lien in favor of the Administrative Agent in order to comply with any permitted restriction in connection with a Lien permitted under Section 7.02 (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.02 or (ii) under the circumstances in clause (c) below. The Lenders hereby confirm the Administrative Agent’s authority to release or subordinate its Lien on particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section and the terms of the Guaranty. In each case as specified in this Section, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the subordination of such Lien, release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Subsidiary Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section and subject to receipt by the Administrative Agent of a certification of the Borrower as to such release or subordination being permitted pursuant to the terms of this Agreement or any other Loan Document (and the Administrative Agent may rely conclusively on such certification without further inquiry); provided that (x) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose it to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (y) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary Guarantor in respect of) 509265-2053-17344-Active.31975611.1 10/03/2019 11:48 AM/PM31975611.5 arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

Release of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.0210.1) and is hereby required to promptly take any action requested by the Borrower having the effect of releasing any Collateral or Guaranteed Obligations or subordinating any Lien in favor of the Administrative Agent in order to comply with any permitted restriction in connection with a Lien permitted under Section 7.02 (i) to the extent necessary to permit consummation of any transaction disposition of such Collateral (other than a disposition to the Borrower or any Guarantor) not prohibited by any Loan Document or Document, (ii) that has been consented to in accordance with Section 10.02 or 10.1, (iiiii) under the circumstances in clause (c) below. The Lenders hereby confirm the Administrative Agent’s authority to release or subordinate its Lien on particular types or items consisting of property, or to release assets of any Subsidiary Guarantor that is to be released from its obligations under the Guaranty pursuant Guarantee and Collateral Agreement as provided below or (iv) under the circumstances described in paragraph (b) below. Additionally, any Subsidiary Guarantor shall automatically be released from its obligations under the Guarantee and Collateral Agreement (x) upon the consummation of any transaction not prohibitted by this Agreement that results in such Subsidiary Guarantor ceasing to this Section and the terms be a Subsidiary of the GuarantyBorrower. In each case (including, for the avoidance of doubt, any designation of a Subsidiary as specified in this Sectiona Non-Recourse Subsidiary hereunder), the Administrative Agent will(y) so long as no Event of Default has occurred and is continuing or would result therefrom, at the Borrower’s expense, execute and deliver option by written notice to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the subordination of such Lien, release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Subsidiary Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section and subject to receipt by the Administrative Agent of a certification of the Borrower as to such release or subordination being permitted pursuant to the terms of this Agreement or any other Loan Document (and the Administrative Agent may rely conclusively on such certification without further inquiry); provided that (x) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent, so long as such Subsidiary is a De Minimis Subsidiary and, after giving effect to such release, the threshold set forth in the proviso to the definition of “De Minimis Subsidiary” would not be exceeded and, (z) at the Borrower’s opinionoption by written notice to the Administrative Agent, would expose it to liability or create any obligation or entail any consequence other than the if such Subsidiary becomes a Specified Excluded Subsidiary. Any such release of such Liens without recourse or warranty, and (y) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary Guarantor in respect of) 509265-2053-17344-Active.31975611.1 10/03/2019 11:48 AM/PM31975611.5 arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document Collateral may be subject effected pursuant to a Release or such other documentation as shall be reasonably acceptable to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:Administrative Agent.

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.029.02) to take any action requested by the Borrower having the effect of releasing any Collateral or Guaranteed Obligations or subordinating any Lien in favor of the Administrative Agent in order to comply with any permitted restriction in connection with a Lien permitted under Section 7.02 6.02 (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.02 9.02 or (ii) under the circumstances in clause (c) below. The Lenders hereby confirm the Administrative Agent’s authority to release or subordinate its Lien on particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section and the terms of the GuarantyGuaranty Agreement. In each case as specified in this Section, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the subordination of such Lien, release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Subsidiary Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section and subject to receipt by the Administrative Agent of a certification of the Borrower as to such release or subordination being permitted pursuant to the terms of this Agreement or any other Loan Document (and the Administrative Agent may rely conclusively on such certification without further inquiry); provided that (x) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose it to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (y) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary Guarantor in respect of) 509265-2053-17344-Active.31975611.1 10/03/2019 11:48 AM/PM31975611.5 arrangement all interests retained by the Borrower or understanding among any Subsidiary Guarantor, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such partiesrelease shall be without recourse to or warranty by either the Administrative Agent. Upon request by the Administrative Agent at any time, each party hereto acknowledges that the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any liability of any EEA Financial Institution arising Subsidiary Guarantor from its obligations under any Loan Document may be subject the Guaranty pursuant to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:this Section.

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.02) to take any action requested by the Borrower having the effect of releasing any Collateral or Guaranteed Obligations or subordinating any Lien in favor of the Administrative Agent in order to comply with any permitted restriction in connection with a Lien permitted under Section 7.02 (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.02 or (ii) under the circumstances in clause (c) below. The Lenders hereby confirm the Administrative Agent’s authority to release or subordinate its Lien on particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section and the terms of the Guaranty. In each case as specified in this Section, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the subordination of such Lien, release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Subsidiary Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section and subject to receipt by the Administrative Agent of a certification of the Borrower as to such release or subordination being permitted pursuant to the terms of this Agreement or any other Loan Document (and the Administrative Agent may rely conclusively on such certification without further inquiry); provided that (x) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose it to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (y) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary Guarantor in respect of) 509265-2053-17344-Active.31975611.1 10/03/2019 11:48 AM/PM31975611.5 arrangement all interests retained by the Borrower or understanding among any Subsidiary Guarantor, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such partiesrelease shall be without recourse to or warranty by either the Administrative Agent. Upon request by the Administrative Agent at any time, each party hereto acknowledges that the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any liability of any EEA Financial Institution arising Subsidiary Guarantor from its obligations under any Loan Document may be subject the Guaranty pursuant to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:this ‎Section.

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.029.02) to take any action requested by the Borrower having the effect of releasing any Collateral or Guaranteed Obligations or subordinating any Lien in favor of the Administrative Agent in order to comply with any permitted restriction in connection with a Lien permitted under Section 7.02 6.02 (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.02 9.02 or (ii) under the circumstances in clause (c) below. The Lenders hereby confirm the Administrative Agent’s authority to release or subordinate its Lien on particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section and the terms of the GuarantyGuaranty Agreement. In each case as specified in this Section, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the subordination of such Lien, release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Subsidiary Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section and subject to receipt by the Administrative Agent of a certification of the Borrower as to such release or subordination being permitted pursuant to the terms of this Agreement or any other Loan Document (and the Administrative Agent may rely conclusively on such certification without further inquiry); provided that (x) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose it to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (y) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary Guarantor in respect of) 509265-2053-17344-Active.31975611.1 10/03/2019 11:48 AM/PM31975611.5 arrangement all interests retained by the Borrower or understanding among any Subsidiary Guarantor, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such partiesrelease shall be without recourse to or warranty by either the Administrative Agent. Upon request by the Administrative Agent at any time, each party hereto acknowledges that the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any liability of any EEA Financial Institution arising Subsidiary Guarantor from its obligations under any Loan Document may be subject the Guaranty pursuant to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:this Section.

Release of Guarantees and Liens. Notwithstanding (a) The Liens created by the Guarantee and Collateral Agreement shall automatically be released (i) to the extent necessary to permit consummation of any disposition of such Collateral (other than a disposition to the Borrower or any Guarantor) not prohibited by any Loan Document, (ii) that has been consented to in accordance with Section 10.1, (iii) consisting of assets of any Subsidiary Guarantor that is to be released from its obligations under the Guarantee and Collateral Agreement as provided below or (iv) under the circumstances described in paragraph (b) below. In addition, notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.0210.1) and, subject to the Administrative Agent’s receipt of a certification by the Borrower and applicable Guarantor as to such other matters relating to such release as the Administrative Agent may reasonably request, is required to promptly take any further action (without recourse or warranty) reasonably requested by the Borrower having to evidence the effect release of releasing any Collateral or Guaranteed Obligations or subordinating as set forth above. Additionally, any Lien in favor of Subsidiary Guarantor shall automatically be released from its obligations under the Administrative Agent in order to comply with any permitted restriction in connection with a Lien permitted under Section 7.02 Guarantee and Collateral Agreement (ix) to upon the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or this Agreement that has been consented to results in accordance with Section 10.02 or (ii) under the circumstances in clause (c) below. The Lenders hereby confirm the Administrative Agent’s authority to release or subordinate its Lien on particular types or items of property, or to release any such Subsidiary Guarantor from its obligations under the Guaranty pursuant ceasing to this Section and the terms be a Subsidiary of the Guaranty. In each case Borrower (including, for the avoidance of doubt, any designation of a Subsidiary as specified in this Sectiona Non-Recourse Subsidiary hereunder), the Administrative Agent will(y) so long as no Event of Default has occurred and is continuing or would result therefrom, at the Borrower’s expense, execute and deliver option by written notice to the applicable Loan Party such documents Administrative Agent, so long as such Loan Party may reasonably request Subsidiary is a De Minimis Subsidiary and, after giving effect to such release, the threshold set forth in the proviso to the definition of “De Minimis Subsidiary” would not be exceeded and, (z) at the Borrower’s option by written notice to the Administrative Agent, if such Subsidiary becomes a Specified Excluded Subsidiary. Any such evidence the subordination of such Lien, release of Collateral may be documented pursuant to a Release or such item of other documentation as shall be reasonably acceptable to the Administrative Agent. (b) At the Discharge Date, the Collateral shall be released from the assignment Liens created by the Guarantee and security interest granted under Collateral Agreement, and the Security Documents, or Guarantee and Collateral Agreement and all obligations (other than those expressly stated to release survive such Subsidiary Guarantor from its obligations under the Guaranty, in each case in accordance with the terms termination) of the Loan Documents and this Section and subject to receipt by the Administrative Agent of a certification of and each Loan Party under the Borrower as to such release or subordination being permitted pursuant to the terms of this Guarantee and Collateral Agreement or any other Loan Document (and the Administrative Agent may rely conclusively on such certification shall terminate, all without further inquiry); provided that (x) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose it to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (y) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary Guarantor in respect of) 509265-2053-17344-Active.31975611.1 10/03/2019 11:48 AM/PM31975611.5 arrangement or understanding among any such parties, each party hereto acknowledges that any liability delivery of any EEA Financial Institution arising under instrument or performance of any Loan Document may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:act by any Person. -106-

Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.029.02) to take any action requested by the Borrower having the effect of releasing any Collateral or Guaranteed Obligations or subordinating any Lien in favor of the Administrative Agent (i) pursuant to and in accordance with Section 5.08 of the Security Agreement and (ii) in order to comply with any permitted restriction in connection with a Lien permitted under Section 7.02 6.02 (iA) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.02 9.02 or (iiB) under the circumstances in clause (c) below. The Lenders hereby confirm the Administrative Agent’s authority to release or subordinate its Lien on particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section and the terms of the GuarantyGuaranty Agreement. In each case as specified in this Section, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the subordination of such Lien, release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Subsidiary Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section and subject to receipt by the Administrative Agent of a certification of the Borrower as to such release or subordination being permitted pursuant to the terms of this Agreement or any other Loan Document (and the Administrative Agent may rely conclusively on such certification without further inquiry); provided that (x) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose it to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (y) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary Guarantor in respect of) 509265-2053-17344-Active.31975611.1 10/03/2019 11:48 AM/PM31975611.5 arrangement all interests retained by the Borrower or understanding among any Subsidiary Guarantor, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such partiesrelease shall be without recourse to or warranty by either the Administrative Agent. Upon request by the Administrative Agent at any time, each party hereto acknowledges that the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any liability of any EEA Financial Institution arising Subsidiary Guarantor from its obligations under any Loan Document may be subject the Guaranty pursuant to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:this Section.

Release of Guarantees and Liens. Notwithstanding anything to At such time as the contrary contained herein or Loans and the other obligations under the Loan Documents (other than contingent indemnification obligations) shall have been indefeasibly paid in any other Loan Documentfull and the Commitment has been terminated, the Administrative Agent is hereby irrevocably authorized Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Borrower and each Lender (Subsidiary under the Security Documents shall terminate, all without requirement of notice to or consent delivery of any Lender except as expressly required instrument or performance of any act by Section 10.02) to take any action requested Person. If any of the Collateral shall be sold, transferred or otherwise disposed of by the Borrower having the effect of releasing any Collateral or Guaranteed Obligations or subordinating any Lien in favor of the Administrative Agent in order to comply with any permitted restriction in connection with a Lien permitted under Section 7.02 (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.02 or (ii) under the circumstances in clause (c) below. The Lenders hereby confirm the Administrative Agent’s authority to release or subordinate its Lien on particular types or items of property, or to release any Subsidiary Guarantor from its obligations under in a transaction permitted by this Agreement, then the Guaranty pursuant to this Section and the terms of the Guaranty. In each case as specified in this Section, the Administrative Agent willCollateral Agent, at the Borrower’s expenserequest and sole expense of the Borrower or any Subsidiary, shall execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the subordination of such Lien, release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Subsidiary Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section and subject to receipt by the Administrative Agent of a certification of the Borrower as to such release or subordination being permitted pursuant to the terms of this Agreement or any other Loan Document (and the Administrative Agent may rely conclusively on such certification without further inquiry); provided that (x) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose it to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (y) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary all releases or other documents reasonably necessary or desirable for the release of the Liens created by the Security Documents on such Collateral. At the request and sole expense of the Borrower, a Guarantor shall be released from its obligations hereunder and under the other Security Documents in respect of) 509265-2053-17344-Active.31975611.1 10/03/2019 11:48 AM/PM31975611.5 arrangement or understanding among any the event that all the Capital Stock of such partiesGuarantor shall be Disposed of in a transaction permitted by this Agreement; provided that, each party hereto acknowledges that any liability in the case of any EEA Financial Institution arising under any Loan Document may be subject this sentence and the immediately prior sentence, the Borrower shall have delivered to the Write-Down Administrative Agent, at least five (5) Business Days prior to the date of the proposed release (or such shorter time as the Collateral Agent may agree), a written request for release identifying the relevant Guarantor, summarizing the transaction and Conversion Powers of an EEA Resolution Authority stating that such transaction is in compliance with this Agreement and agrees the other Loan Documents (and consents to, the Lenders hereby authorize and acknowledges and agrees direct the Collateral Agent to be bound by:conclusively rely on such certifications in performing its obligations under this Section 9.2).

Release of Guarantees and Liens. Notwithstanding (a) The Liens created by the Guarantee and Collateral Agreement shall automatically be released (i) to the extent necessary to permit consummation of any disposition of such Collateral (other than a disposition to the Borrower or any Guarantor) not prohibited by any Loan Document, (ii) that has been consented to in accordance with Section 10.1, (iii) consisting of assets of any Subsidiary Guarantor that is to be released from its obligations under the Guarantee and Collateral Agreement as provided below or (iv) under the circumstances described in paragraph (b) below. In addition, notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.0210.1) and, subject to the Administrative Agent’s receipt of a certification by the Borrower and applicable Guarantor as to such other matters relating to such release as the Administrative Agent may reasonably request, is required to promptly take any further action (without recourse or warranty) reasonably requested by the Borrower having to evidence the effect release of releasing any Collateral or Guaranteed Obligations or subordinating as set forth above. Additionally, any Lien in favor of Subsidiary Guarantor shall automatically be released from its obligations under the Administrative Agent in order to comply with any permitted restriction in connection with a Lien permitted under Section 7.02 Guarantee and Collateral Agreement (ix) to upon the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or this Agreement that has been consented to results in accordance with Section 10.02 or (ii) under the circumstances in clause (c) below. The Lenders hereby confirm the Administrative Agent’s authority to release or subordinate its Lien on particular types or items of property, or to release any such Subsidiary Guarantor from its obligations under the Guaranty pursuant ceasing to this Section and the terms be a Subsidiary of the Guaranty. In each case Borrower (including, for the avoidance of doubt, any designation of a Subsidiary as specified in this Sectiona Non-Recourse Subsidiary hereunder), the Administrative Agent will(y) so long as no Event of Default has occurred and is continuing or would result therefrom, at the Borrower’s expense, execute and deliver option by written notice to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the subordination of such Lien, release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Subsidiary Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section and subject to receipt by the Administrative Agent of a certification of the Borrower as to such release or subordination being permitted pursuant to the terms of this Agreement or any other Loan Document (and the Administrative Agent may rely conclusively on such certification without further inquiry); provided that (x) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent, so long as such Subsidiary is a De Minimis Subsidiary and, after giving effect to such release, the threshold set forth in the proviso to the definition of “De Minimis Subsidiary” would not be exceeded and, (z) at the Borrower’s opinionoption by written notice to the Administrative Agent, would expose it to liability or create any obligation or entail any consequence other than the if such Subsidiary becomes a Specified Excluded Subsidiary. Any such evidence of release of such Liens without recourse or warranty, and (y) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary Guarantor in respect of) 509265-2053-17344-Active.31975611.1 10/03/2019 11:48 AM/PM31975611.5 arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document Collateral may be subject documented pursuant to a Release or such other documentation as shall be reasonably acceptable to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:Administrative Agent. -137-